Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO ARTICLES OF INCORPORATION

Capstone Holding Corp., a corporation organized and existing under the laws of the State of Nevada, hereby certifies that:

1. The name of the corporation is Capstone Holding Corp. (the “Corporation”). The Corporation was incorporated under the name Capstone Holding Corp. and the Articles of Incorporation (the “Articles of Incorporation”) was filed with the Nevada Secretary of State on October 8, 2026.

2. This Certificate of Amendment to the Articles of Incorporation has been duly adopted in accordance with the provisions of the Nevada Revised Statutes by the directors and stockholders of the Corporation.

3. This Certificate of Amendment will become effective on October 19, 2026 at 12:01 a.m., Eastern time (the “Effective Time”).

4. This Certificate of Amendment hereby amends the Articles of Incorporation by amending and restating Section 4.1 of the Articles of Incorporation in its entirety to read as follows:

“Section 4.1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is Seventy-Five million (75,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $0.0005 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is Fifty million (50,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is Twenty-Five million (25,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 4.3 of this Article 4. At the Effective Time of this Certificate of Amendment to the Articles of Incorporation of the Corporation, the shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be reclassified as, and shall be combined and changed into, a smaller number of shares such that each thirty (30) shares of issued Common Stock immediately prior to the Effective Time shall be reclassified into, and shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and changed into and become, one (1) validly issued, fully-paid and nonassessable share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time (after taking into account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder), shall receive cash in lieu of such fractional share.

From and after the Effective Time, certificates representing Common Stock outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, represent the number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock shall have been reclassified pursuant to the foregoing provisions. No fractional shares of post-Reverse Stock Split Common Stock shall be issued to any holder. In lieu of any fractional share of post-Reverse Stock Split Common Stock to which a holder would otherwise be entitled, the Corporation shall pay to each such holder an amount in cash (without interest) equal to the product of (i) the fractional share interest to which such holder would otherwise be entitled, multiplied by (ii) the closing price of the Common Stock on the Nasdaq Capital Market on the trading date of the Effective Time. The Reverse Stock Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Stock Split Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated prior to the cash payment in lieu of fractional shares described above.”

5. Except as herein amended, the Articles of Incorporation of the Corporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 16th day of October, 2026.

CAPSTONE HOLDING CORP.

Matthew E. Lipman

Chief Executive Officer